Atkore Inc 8-K, filed Feb 4, 2020

Atkore Inc. (ATKR)

8-K 2020-02-04 For: 2020-02-04

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Added on April 08, 2026

About this 8-K

Atkore Inc filed this 8-K on February 4, 2020.

Items reported

Item 2.02: Financial results
Item 7.01: Regulation FD disclosure
Item 9.01: Financial statements and exhibits

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Delaware	001-37793	90-0631463
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)



Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock, $.01 par value per share	ATKR	New York Stock Exchange



Exhibit No.			Description of Exhibit

99.1			Press Release, dated February 4, 2020.
99.2			Presentation to investors, dated February 4, 2020.
104			Inline XBRL for the cover page of this Current Report on Form 8-K
*			In accordance with General Instruction B.2 of Form 8-K, the information in Items 2.02 and 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 ("Exchange Act"), as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.



Exhibit No.		Description of Exhibit
99.1		Press Release, dated February 4, 2020.
99.2		Presentation to investors, dated February 4, 2020.



	Three months ended
(in thousands)	December 27, 2019			December 28, 2018			Change			% Change
Net sales
Electrical Raceway	$	341,376		$	343,406		$	(2,030	)	(0.6	)%
Mechanical Products & Solutions	106,660			108,813			(2,153		)	(2.0	)%
Eliminations	(588		)	(191		)	(397		)	207.9	%
Consolidated operations	$	447,448		$	452,028		$	(4,580	)	(1.0	)%

Adjusted EBITDA
Electrical Raceway	$	70,193		$	68,489		$	1,704		2.5	%
Mechanical Products & Solutions	16,654			10,887			5,767			53.0	%
Unallocated	(9,137		)	(9,353		)	216			(2.3	)%
Consolidated operations	$	77,710		$	70,023		$	7,687		11.0	%


•	Diluted earnings per share increased by $0.17 to $0.71; Adjusted net income per diluted share increased by $0.20 to $0.94


•	Net income increased by $7.8 million, or 29.1%, to $34.8 million; Adjusted EBITDA increased by $7.7 million, or 11.0%, to $77.7 million


•	Full-year Adjusted EBITDA guidance increased to $340.0 million - $350.0 million


•	Full-year Adjusted net income per diluted share guidance increased to $3.95 - $4.05



	Three months ended
(in thousands, except per share data)	December 27, 2019			December 28, 2018
Net sales	$	447,448		$	452,028
Cost of sales	330,604			341,772
Gross profit	116,844			110,256
Selling, general and administrative	56,215			56,379
Intangible asset amortization	8,113			8,214
Operating income	52,516			45,663
Interest expense, net	10,620			12,160
Other income, net	(234		)	(1,600		)
Income before income taxes	42,130			35,103
Income tax expense	7,340			8,154
Net income	$	34,790		$	26,949

Net income per share
Basic	$	0.72		$	0.56
Diluted	$	0.71		$	0.54



(in thousands, except share and per share data)	December 27, 2019			September 30, 2019
Assets
Current Assets:
Cash and cash equivalents	$	164,135		$	123,415
Accounts receivable, less allowance for doubtful accounts of $2,992 and $2,608, respectively	291,880			315,353
Inventories, net	242,690			226,090
Prepaid expenses and other current assets	32,246			34,679
Total current assets	730,951			699,537
Property, plant and equipment, net	255,225			260,703
Intangible assets, net	279,748			285,684
Goodwill	188,105			186,231
Right-of-use assets, net	44,142			—
Deferred tax assets	735			577
Other long-term assets	1,236			4,263
Total Assets	$	1,500,142		$	1,436,995
Liabilities and Equity
Current Liabilities:
Accounts payable	132,868			150,681
Income tax payable	3,987			2,157
Accrued compensation and employee benefits	21,640			35,770
Customer liabilities	50,264			44,983
Lease obligations	12,605			—
Other current liabilities	58,646			53,943
Total current liabilities	280,010			287,534
Long-term debt	845,243			845,317
Long-term lease obligations	33,056			—
Deferred tax liabilities	23,402			19,986
Other long-term tax liabilities	848			3,669
Pension liabilities	33,513			34,509
Other long-term liabilities	11,939			13,044
Total Liabilities	1,228,011			1,204,059
Equity:
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 47,478,557 and 46,955,163 shares issued and outstanding, respectively	476			471
Treasury stock, held at cost, 260,900 and 260,900 shares, respectively	(2,580		)	(2,580		)
Additional paid-in capital	477,276			477,139
Accumulated deficit	(166,659		)	(200,396		)
Accumulated other comprehensive loss	(36,382		)	(41,698		)
Total Equity	272,131			232,936
Total Liabilities and Equity	$	1,500,142		$	1,436,995



($ in thousands)	December 27, 2019			September 30, 2019			June 28, 2019			March 29, 2019			December 28, 2018			September 30, 2018
Short-term debt and current maturities of long-term debt	$	—		$	—		$	—		$	—		$	26,561		$	26,561
Long-term debt	845,243			845,317			884,503			884,095			878,094			877,686
Total debt	845,243			845,317			884,503			884,095			904,655			904,247
Less cash and cash equivalents	164,135			$	123,415		100,734			51,498			75,919			$	126,662
Net debt	$	681,108		$	721,902		$	783,769		$	832,597		$	828,736		$	777,585

TTM Adjusted EBITDA ^(a)	$	332,095		$	324,408		$	306,656		$	294,839		$	283,086		$	271,549

Total debt/TTM Adjusted EBITDA	2.5		x	2.6		x	2.9		x	3.0		x	3.2		x	3.3		x
Net debt/TTM Adjusted EBITDA	2.1		x	2.2		x	2.6		x	2.8		x	2.9		x	2.9		x

(a) TTM Adjusted EBITDA is equal to the sum of Adjusted EBITDA for the trailing four quarter period. The reconciliation of Adjusted EBITDA for the quarter ended June 28, 2019 can be found in Exhibit 99.1 to form 8-K filed August 7, 2019 and is incorporated by reference herein. The reconciliation of Adjusted EBITDA for the quarter ended March 29, 2019 can be found in Exhibit 99.1 to form 8-K filed May 7, 2019 and is incorporated by reference herein. The reconciliation of Adjusted EBITDA for the quarter ended December 28, 2018 can be found in Exhibit 99.1 to form 8-K filed February 6, 2019 and is incorporated by reference herein. The reconciliation of Adjusted EBITDA for the years ended September 30, 2019 and September 30, 2018 can be found in Exhibit 99.1 to form 8-K filed November 22, 2019 and is incorporated by reference herein.



	Three months ended
(in thousands)	December 27, 2019			December 28, 2018
Operating activities:
Net income	$	34,790		$	26,949
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	18,730			18,021
Deferred income taxes	3,088			(1,306		)
Stock-based compensation	3,123			2,982
Amortization of right-of-use assets	3,627			—
Other adjustments to net income	2,855			2,201
Changes in operating assets and liabilities, net of effects from acquisitions
Accounts receivable	25,139			22,111
Inventories	(17,640		)	4,263
Accounts payable	(14,898		)	(30,405		)
Other, net	(6,641		)	(4,539		)
Net cash provided by operating activities	52,173			40,277
Investing activities:
Capital expenditures	(9,809		)	(6,875		)
Acquisition of businesses, net of cash acquired	—			(57,899		)
Other, net	15			(151		)
Net cash (used in) provided by investing activities	(9,794		)	(64,925		)
Financing activities:
Issuance of common stock	(2,981		)	(695		)
Repurchase of common stock	—			(24,419		)
Other, net	(60		)	(62		)
Net cash used for financing activities	(3,041		)	(25,176		)
Effects of foreign exchange rate changes on cash and cash equivalents	1,382			(919		)
Increase (decrease) in cash and cash equivalents	40,720			(50,743		)
Cash and cash equivalents at beginning of period	123,415			126,662
Cash and cash equivalents at end of period	$	164,135		$	75,919
Supplementary Cash Flow information
Capital expenditures, not yet paid	$	618		$	1,106



	TTM			Three months ended
(in thousands)	December 27, 2019			December 27, 2019		September 30, 2019			June 28, 2019		March 29, 2019
Net income	$	146,892		$	34,790	$	45,997		$	36,550	$	29,555
Interest expense, net	48,933			10,620		$	12,196		12,789		13,328
Income tax expense	44,804			7,340		$	16,105		11,106		10,253
Depreciation and amortization	73,056			18,730		$	18,286		17,760		18,280
Restructuring charges	2,637			220		$	623		709		1,085
Stock-based compensation	11,939			3,123		$	2,862		4,120		1,834
Transaction costs	1,087			51		$	837		76		123
Gain on purchase of a business	(7,384		)	—		$	(7,384	)	—		—
Other^(a)	10,131			2,836		$	(712	)	5,371		2,636
Adjusted EBITDA	$	332,095		$	77,710	$	88,810		$	88,481	$	77,094

(a) Represents other items, such as inventory reserves and adjustments, realized or unrealized gain (loss) on foreign currency transactions and release of certain indemnified uncertain tax positions.